Invitation to Annual General Meeting

The shareholders of Skanditek Industriförvaltning AB (publ) are hereby summoned to the Annual General Meeting on Thursday, April 2, 2009 at 5 p.m. at Svenska Läkaresällskapet, Klara Östra Kyrkogata 10, Stockholm.

Notification
Shareholders wishing to attend the Annual General Meeting must notify Skanditek of their intention to do so not later than noon on Friday March 27, 2009 at Skanditek Industriförvaltning AB, Nybrogatan 6, SE-114 34 STOCKHOLM, or by telephoning +46 8-614 00 20, faxing +46 8-614 00 38 or emailing info@skanditek.se. Notifications should include name, address, personal identification number (corporate registration number), telephone number and registered shareholding.

Right to attend
In order to participate in the Annual General Meeting, shareholders must be registered in the share register maintained by Euroclear Sweden AB (former VPC AB (The Swedish Securities Register Center)) by Friday
March 27, 2009. Shareholders whose shares are registered in the name of a trustee must temporarily re-register their shares in their own name in the share register maintained by Euroclear Sweden AB in order to participate and exercise their voting rights in the Meeting. Shareholders must notify their trustee to this effect in good time before this date.

At the date this invitation was issued, the total number of shares in the Company was 65,350,980.

Business and proposed agenda for the Annual General Meeting

1. Election of a chairman to preside over the Meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of two persons to check the minutes
5. Determination of whether the Meeting has been duly convened
6. Address by the President and Chief Executive Officer
7. Presentation of the annual report and the auditors’ report, and the consolidated financial report and auditors’ report on the consolidated financial report
8. Motions concerning
a. the adoption of the income statement and balance sheet, and of the consolidated income statement and consolidated balance sheet
b. the disposition to be made of the Company’s profit as shown in the balance sheet adopted by the Meeting
c. the discharge of the members of the Board of Directors and of the President from personal liability for their administration during the 2008 fiscal year
9. Determination of the number of members and deputy members of the Board
10. Determination of the fees to be paid to the Board members and the Auditors
11. Election of the members and deputy members of the Board and the Chairman of the Board
12. Authorization of the Board to make decisions regarding the issue of new shares
13. Authorization of the Board to make decisions regarding the acquisition of treasury shares
14. Presentation and approval of the Board of Directors’ motion concerning principles for remuneration and other employment terms for executive managers
15. Board of Directors’ motion concerning approval of a new incentive program concerning the issue of new warrants
16. Closure of the Meeting

The Nominating Committee for the Annual General Meeting 2009 consists of Björn Björnsson (representing Dag Tigerschiöld), Ulf Strömsten (representing Catella), Per Björkman (representing the Björkman sphere) and Dag Tigerschiöld, Chairman of the Board.

Motion concerning election of a chairman of the Meeting (Item 1)
The Nominating Committee proposes Björn Björnsson to be the chairman who presides over the Meeting.

Motion concerning dividend (Item 8b)
The Board of Directors proposes that the Meeting approve a dividend of SEK 0.30 per share for the 2008 fiscal year. It is proposed that the record date for the dividend be April 7, 2009.

Motion concerning election of Members of the Board (items 9 and 11)
The Nominating Committee proposes that the Board of Directors consist of six members without deputies and that Dag Tigerschiöld, Patrik Tigerschiöld, Mathias Uhlén, Johan Ek and Björn Björnsson be re-elected and Carl Björkman be newly elected as Members of the Board. Viveca Ax:son Johnson has declined re-election. It is proposed that Björn Björnsson be elected new Chairman of the Board.

Motion concerning fees (item 10)
The Nominating Committee proposes that the director fees remain unchanged at a total amount of SEK 810,000, of which SEK 270,000 will be paid to the Chairman and SEK 135,000 to each of the other Board Members who do not receive a salary from the company.

The Nominating Committee proposes that the auditors be remunerated in return for approved invoices.

Motion concerning authorization of the Board of Directors to make decisions regarding new share issues (Item 12)
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to, pursuant to or notwithstanding the preference rights of shareholders, on one or several occasions prior to the next Annual General Meeting, to make decisions regarding the new issue of a maximum 6,500,000 shares, corresponding to 9.9 percent of the share capital. Decisions regarding new share issues may also include provisions to the effect that new shares may be paid for in the form of capital contributed in kind, through the offsetting of debt or otherwise subscribed for pursuant to the terms and conditions of Chapter 13, Section 5, first paragraph, 6 of the Swedish Companies Act. The purpose of this authorization is to approve a new share issue to prepare the Company for the possibility of completing an acquisition of companies in full or in part.

If authorization is used in its entirety, this will correspond to a dilution of some 9.0 percent of the share capital and voting rights in the Company.

Motion concerning approval of the Board of Directors to make decisions regarding the acquisition of the Company’s own shares (Item 13)
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to make decisions, on one or several occasions, prior to the next Annual General Meeting to acquire a maximum number of shares so that the Company’s holding, at any time, does not exceed 10 percent of all the shares in the Company. The shares shall be acquired on the OMX Nordic Exchange or through offerings directed to all shareholders in the Company. Acquisitions on the OMX Nordic Exchange shall be undertaken at a price per share that is within the interval for the share price prevailing at any time. Payment for shares shall be made in cash. The purpose of such authorization is to grant the Board of Directors the potential to adjust the Company’s capital structure and, where required, to be used for lending to the company’s liquidity provider.

Presentation and approval of the Board of Directors motion for principles governing remuneration and other term and conditions of employment for the Company’s executive management (Item 14)
The Board of Directors proposes that the Annual General Meeting approve the Board of Directors’ motion regarding principles governing remuneration and other terms and conditions of employment for the President and other senior executives as follows:

Remuneration for the President and other senior executives consists of a basic salary, variable remuneration and pensions. The term “senior executives” refers to the Chief Financial Officer and two analysts, of whom one is a woman and two are men.

The distribution between basic salary and variable salary (bonus) shall be in proportion to the executive’s responsibilities and authority. The variable salary shall be maximized for the President at 150 percent of the annual salary. For other senior executives, the variable salary shall be maximized at 50-120 percent of the annual salary. The variable salary for the President and other senior executives shall be based on the outcome of three (3) quantitative parameters, compared with fixed targets. One of the quantitative parameters relates to the unlisted portfolio companies’ progress in terms of operating profit, one to the listed portfolio companies’ stock market trend and, finally, to Skanditek’s stock market trend. Other senior executives shall also be subject to a discretionary parameter through which the outcome is assessed in terms of individually set targets. As part of the long-term incentive program, the Board of Directors proposes that the employees be offered an opportunity to use a maximum of half of their accruing variable salary increment as premium in a possible forthcoming share warrant plan. Accordingly, the Board of Directors proposes that the portion of the variable salary increment that is intended to be invested in the share warrant plan be increased by a multiple of 1.5. All pension benefits are based on defined-contribution plans.

The Board of Directors’ motion to the Annual General Meeting for the approval of a new incentive program in respect of the issuance of new share warrants. The warrants shall be offered to employees of Skanditek (Item 15)
The Board of Directors of Skanditek proposes that the Annual General Meeting of Skanditek approve the issue of a maximum of 250,000 share warrants that provide entitlement to subscription for a maximum of 250,000 shares in Skanditek. The share warrants shall be issued at a price corresponding to their market value on the issue date, calculated according to the Black and Scholes model, which on the date of the issue of this summon was estimated to be SEK 0.67 per share warrant. Subscription and payment of the warrants shall be completed no later than May 15, 2009. The share warrants shall be subscribed for by the subsidiary Skanditek AB with rights and obligations for the subsidiary to transfer them to senior executives and key personnel in Skanditek. The price of the transferred share warrants shall correspond to the issue price. Subscription for shares based on the share warrants may be made from May 15, 2011 through May 15, 2012 at a subscription price of 150 percent of the market value on the issuance date. Full exercise of all share warrants covered by the motion will entail an increase in the share capital of SEK 1,503,537, representing a dilution of some 0.4 percent of the number of shares and voting rights in Skanditek.

The Annual General Meeting’s resolution under Item Point 15 is subject to the rules of Chapter 16 of the Swedish Companies Act (so-called “LEO law”), whereby the validity of the resolution requires that the Annual General Meeting’s resolution be supported by at least 9/10 of both the votes and shares represented at the Annual General Meeting.

The Board’s complete motions in accordance with item 8 b),12,13,14 and 15, and annual report documentation in accordance with item 7 will be made available to shareholders at the Company’s office at Nybrogatan 6, Stockholm and on the Company’s website www.skanditek.se not later than Thursday, March 19, 2009. These documents will also be sent to shareholders who request such information and provide their postal address.

A presentation of the proposed Members of the Board is available on the Company’s website.

Shareholders representing more than 57 percent of the Company’s share capital and voting rights support the motions concerning Items 12, 13,14 and 15.


Stockholm, March 2009
SKANDITEK INDUSTRIFÖRVALTNING AB (publ)
Board of Directors